SC 13G/A 1 apen2.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment 3) Apollo Endosurgery, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 03767D108 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that Section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 290846203 1. Names of Reporting Persons Laurence W. Lytton 2. Check the Appropriate Box if a Member of a Group Not Applicable 3. SEC Use Only 4. Citizenship or Place of Organization USA Number of Shares Beneficially Owned By Each Reporting Person With 5. Sole Voting Power 2,642,832 (1) 6. Shared Voting Power 23,100 7. Sole Dispositive Power 2,642,832 (1) 8. Shared Dispositive Power 23,100 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,665,932(1) (1) This amount includes 1,138,462 Shares that the Reporting Person has the right to acquire upon conversion of $3,700,000 principal amount of the Apollo Endosurgery $20 million 6% Convertible Debt due 2024. 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_] Not Applicable 11. Percent of Class Represented by Amount in Row (9) 9.99% (2) (2) based on 20,944,284 shares of common stock issued and outstanding, as of October 25, 2019, as reported in the 10-Q filed October 30, 2019, and assumes conversion of 6% 2024 convertible debt into shares subject to the 9.99% blocker limitation as defined in the 6% 2024 Convertible Debenture. 12. Type of Reporting Person (See Instructions) IN Item 1. (a) Name of Issuer Apollo Endosurgery, Inc. (b) Address of Issuer's Principal Executive Offices 1120 S. Capital of Texas Highway Building 1, Suite #300 Austin, Texas 78746 Item 2. (a) Name of Person Filing Laurence W. Lytton (b) Address of Principal Business Office, or if none, Residence 467 CPW NY, NY 10025 (c) Citizenship USA (d) Title of Class of Securities Common Stock (e) CUSIP Number 03767D108 Item 3. not applicable Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 (a) Amount beneficially owned: 2,665,932 shares consisting of 2,059,157 (1) held by the reporting person, 190,000 held by the IKL Trust, 142,000 held by the KLL Trust, 120,000 held by the WWL Trust, 65,474 held by the AWL Family LLC, 57,201 held by the Lytton-Kambara Foundation, and 32,100 shares held by other related accounts. (b) Percent of class: 9.99% (2) (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 2,642,832 (1) (ii) Shared power to vote or to direct the vote 23,100 (iii) Sole power to dispose or to direct the disposition of 2,642,832 (1) (iv) Shared power to dispose or to direct the disposition of 23,100 (1) This amount includes 1,138,462 Shares that the Reporting Person has the right to acquire upon conversion of $3,700,000 principal amount of the Apollo Endosurgery $20 million 6% Convertible Debt due 2024. The percentage set forth in Row 11 and Item 4 (b) is based on 20,944,284 shares of common stock issued and outstanding, as of October 25, 2019, as reported in the 10-Q filed October 30, 2019, and the conversion of a portion of the 6% 2024 convertible debt subject to the Blocker's 9.99% limitation. Pursuant to the terms of the Reported Convertible Debentures, the Reporting Persons cannot convert the debentures to the extent the Reporting Persons would beneficially own, after any such conversion, more than 9.99% of the outstanding shares of Common Stock, and the percentage set forth in Row 11 and Item 4 (b) for the Reporting Person gives effect to the Blocker. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Person was not able to convert all of the debentures due to the Blocker. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following [_]. Item 6. Ownership of More than Five Percent on Behalf of Another Person. not applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not Applicable Item 8. Identification and Classification of Members of the Group. Not Applicable Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. ________02/14/20____________________________ Date ____s/ Laurence W. Lytton____________________________ Signature _____Laurence W. Lytton___________________________ Name/Title